Exit readiness & M&A advisory · Based in Texas, serving clients nationwide

Most owners find out too late that their business is not ready to sell for what they think it is worth.

Messy financials, one customer who is half the revenue, a company that cannot run without you. Those are the things that quietly cap your price. I help Texas business owners close that gap, then take a real process to market.

Every conversation is confidential. No pressure, no obligation.

The gap I close

Your numbers should tell a buyer why to pay a premium, not give them reasons to discount.

Value is the story, the numbers, and the process working together. When one of those is weak, the offer comes in low or the deal falls apart in diligence. Here is where I spend my time.

Clean financials

Books a buyer can trust on the first pass. Clear margins, clean add-backs, no surprises in diligence.

Less owner dependence

A business that keeps running when you step back. That is the difference between a salary and an asset.

Customer concentration

If one client is half your revenue, a buyer sees risk. We spread it out and tell the growth story straight.

Systems and process

Documented operations and a tight data room. Buyers pay more for a company they can take over cleanly.

Two doors

Where are you right now?

Both paths end the same way: a clean exit at a number that reflects what you actually built. They just start in different places.

Path one

Two years away

You are not selling tomorrow, but you know it is coming. This is the most valuable time you have, and most owners waste it.

  • A readiness assessment that finds what will cost you at the table
  • A plan to clean up financials and reduce owner dependence
  • Work to lift margins and de-risk customer concentration
  • A growth story buyers believe, backed by numbers that hold up
  • You arrive at market with leverage instead of regret
Start the readiness conversation
Path two

Ready now

You are ready to go. The mistake here is selling to the first buyer who calls instead of running a process that creates competition.

  • Positioning and a story built to earn a premium
  • A targeted buyer list: strategic, private equity, and family office
  • A disciplined process that creates real competitive tension
  • Information controlled and released on your terms
  • Negotiation and diligence run to protect your downside through close
Talk through going to market

Where I go deep

Two industries I know from the inside.

I work with founder-led businesses of all kinds. But there are two worlds where I do not need a translator. If you are in one of them, you get an advisor who already speaks the language, the buyers, and the economics.

Eye care practices

Twelve-plus years inside ophthalmology and optometry, from the optical floor to the surgical suite. Optical and ASC economics, payer mix, and the DSO and private equity buyers who are consolidating the space.

Selling an eye care practice

CPG brands

Founder-led food, beverage, beauty, and personal care, a core niche at Thryve. Real gross margin, trade spend, retailer concentration, inventory, and the working capital peg that decides what you keep at closing.

Selling a CPG brand

More industries I advise

Each of these has its own primary value driver and its own buyers. The pages get specific about what moves your number, and what quietly discounts it.

Nic Barbagallo, exit readiness and M&A advisor

Who I am

Hi, I'm Nic Barbagallo. I have sat on both sides of the deal table.

My career started in medical sales. I spent years selling, and then leading sales teams, across ophthalmology and biopharmaceuticals, including a long run with Bausch + Lomb, one of the largest names in eye health, time with several other biopharma companies, and a stretch as Director of Sales building the commercial team at an ophthalmology startup. That is high-stakes, technical, relationship-driven selling, and it is not a detour from M&A. It is the core of it. Selling a company is a sales process at the highest stakes there is, and the deals that close on the owner's terms are the ones with a clean story and numbers that survive scrutiny.

I have also built and run businesses of my own. My wife Rhiannon and I ran a small real estate investment firm in Connecticut, and today we run and operate Thryve Accounting & Advisory, a fast-growing accounting firm focused on high-growth, founder-led businesses in CPG and service-based industries. I have been the operator sweating payroll and the owner thinking about an eventual exit, so I know what these decisions feel like from the inside, not just across a conference table.

Today I work as an Advisor and Originating Broker with Optima Mergers & Acquisitions, a Dallas middle-market investment bank led by Managing Directors B. Lane Carrick and Andrew Swartz. The pairing with Thryve is the point. Thryve handles the bookkeeping, month-end close, and financial reporting that turn messy books into a defensible set of numbers, then layers in fractional CFO and exit-readiness work so the business is built to sell long before it goes to market. Optima runs the transaction. I am the advisor who connects the two so nothing falls through the cracks between the accounting and the deal.

Optima has been named to Axial's Advisor 100, its list of the most recommended M&A advisors in the lower middle market, a marker of the process discipline and outcomes the firm delivers. I bring that bench to Texas owners, with a focus on Dallas, DFW, and North Texas. My home base is Texas, but I work with founder-led businesses nationwide.

Axial Advisor 100, Top 100 Most Recommended M&A Advisor Let us talk

How I deliver

One advisor, two firms behind every deal.

I am the platform and the relationship. The execution runs through two firms I am part of. That is how you get senior attention without giving up institutional muscle.

Deal execution

Optima Mergers & Acquisitions is a Dallas middle-market investment bank specializing in founder-led exits. When it is time to go to market, the process, the buyer outreach, and the negotiation run through Optima.

Visit theoptimateam.com

Financial readiness

Thryve Accounting & Advisory handles the financial side of getting ready: clean books, clear reporting, and the numbers that let a buyer trust the story. This is where most of the value gets protected before a deal even starts.

Visit thryvetogether.com

I complement these firms, I do not compete with them. Your work is always handled by the right team.

Questions owners ask

Straight answers before we talk.

When should I start getting my business ready to sell?

Ideally two years out. The work that lifts your price, cleaning up financials, reducing how much the business depends on you, spreading out customer concentration, takes time. Start early and you go to market with leverage. Wait until you are ready to sell and you tend to take what the first buyer offers.

What hurts a business's sale price the most?

Usually three things: books a buyer cannot trust, a company that cannot run without the owner, and one customer who is a large share of revenue. Each one hands a buyer a reason to discount. Fixing them before diligence is how you protect your number.

What does exit readiness actually mean?

It means the business is built to sell before it ever goes to market: clean financials, documented operations, a growth story backed by numbers, and the risks a buyer looks for already handled. Ready businesses close on the owner's terms.

How is an M&A advisor different from a business broker?

A broker lists a business and waits for a buyer. I run a process: positioning, a targeted buyer list, and competition among buyers, so you negotiate from strength. The transaction itself is executed through Optima Mergers & Acquisitions. More on the difference between a Texas business broker and an M&A advisor.

Do you only work with businesses in Dallas?

No. My focus is Texas, Dallas, DFW, and North Texas, but I work with founder-led and owner-operated businesses nationwide. The first conversation is the same wherever you are.

What does it cost to talk to you?

The first call is free. Thirty minutes, no pitch. You tell me where you are and I tell you straight what I see. Everything stays confidential.

Start here

Three ways to begin. Start with a call.

Best first step

Book a confidential call

Thirty minutes, no cost, no pitch. Tell me where you are and I will tell you straight what I see.

Prefer to write first?

Send a confidential inquiry

Tell me where you are in the process. This goes straight to me and stays private.

Confidential by default. I do not share, sell, or forward your information. Nothing is filed or listed without your say-so.

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